Rights of Inclusion. (a) Executive shall not, directly or indirectly, Transfer, in any single transaction or series of related transactions to one or more Persons (each such Person an "Inclusion Event Purchaser") shares of any series or class of stock issued by the Company (collectively, "Inclusion Stock") in circumstances in which, after giving effect to such Transfer, whether acting alone or in concert with any other Stockholder (such parties referred to herein as "Selling Stockholders") would result in such Selling Stockholder(s) Transferring twenty-five percent (25%) or more of the outstanding shares of any such class of Inclusion Stock outstanding on the date of such proposed Transfer on a fully diluted basis (an "Inclusion Event"), unless the terms and conditions of such sale to such Inclusion Event Purchaser shall include an offer to AT&T PCS, the Cash Equity Investors, and the Management Stockholders (each, an "Inclusion Event Offeree") to Transfer to such Inclusion Event Purchasers up to that number of shares of any class of Inclusion Stock then beneficially owned (as defined in the Securities Exchange Act of 1934) by each Inclusion Event Offeree that bears the same proportion to the total number of shares of Inclusion Stock at that time beneficially owned (without duplication) by each such Inclusion Event Offeree as the number of shares of Inclusion Stock being Transferred by the Selling Stockholders (including shares of Inclusion Stock theretofore Transferred if in any applicable series of related transactions) bears to the total number of shares of Inclusion Stock at the time beneficially owned (without duplication) by the Selling Stockholders (including shares of Inclusion Stock theretofore Transferred if in any applicable series of related transactions). If the Selling Stockholders receive a bona fide offer from an Inclusion Event Purchaser to purchase shares of Inclusion Stock in circumstances in which, after giving effect to such sale would result in an Inclusion Event, and which offer such Selling Stockholders wish to accept, the Selling Stockholders shall then cause the Inclusion Event Purchaser's offer to be reduced to writing (which writing shall include an offer to purchase shares of Inclusion Stock from each Inclusion Event Offeree according to the terms and conditions set forth in this Section 2.3) and the Selling Stockholders shall send written notice of the Inclusion Event Purchaser's offer (the "Inclusion Notice") to each Inclusion Event Offeree, whic...
Rights of Inclusion. (a) Except for any Transfer of Restricted Securities pursuant to clauses (i), (ii), (iii), (iv) and (v) of Section 2.4(b), if the 399 Stockholders propose to Transfer, in one or more transactions, Restricted Securities representing more than 10% of the Restricted Securities held by all 399 Stockholders as of the date hereof (appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications and the like); provided, that this clause shall apply only to the extent such Transfers otherwise subject to the Inclusion Right in the aggregate exceed such 10% threshold; to any Person (the "Buyer") (the transferor being referred to herein is the "Transferor" and the securities proposed to be so transferred, the "Transferor Shares"), then, as a condition to such Transfer, the Transferor shall cause the Buyer to include an offer (the "Article III Offer") to each of the Stockholders holding shares of the same class (and series) as the Transferor Shares who are not Transferors (collectively, the "Offerees"), to sell to the Buyer, at the option of each Offeree, that number of shares of the same class of Restricted Securities as the Transferor, determined in accordance with Section 3.1(b), on the same terms and conditions as are applicable to the Transferor Shares. (For purposes of this Section 3.1, except as set forth in Section 3.1(b), shares of all classes of Common Stock together with Equity Equivalents (on an as-if-converted basis), shall be deemed one and the same class and series of Common Stock.) The Transferor shall provide a written notice (the "Inclusion Notice") of the Article III Offer to each Offeree, which may accept the Article III Offer by providing a written notice of acceptance of the Article III Offer to the Transferor within 30 days after delivery of the Inclusion Notice.
Rights of Inclusion. 18 3.2 Article III Sales................................................................... 19
Rights of Inclusion. (a) If the Partnership has a Tag-Along Right, upon receipt of a Transfer Notice, the Partnership shall promptly provide the Other Partners holding Common Units with a copy of such Transfer Notice.
Rights of Inclusion. 4 7.1 Notice of Rights of Inclusion. . . . . . . . . . . . . . . . . . . 4 7.2
Rights of Inclusion. If Xxxxxxx desires to sell or otherwise dispose of his Shares during his lifetime, he shall not be subject to the restrictions of Section 1 hereof, provided, however, that he must give thirty (30) days notice (the "Seller's Notice") to Xxxxxx or any other Shareholder (collectively referred to as the "Minority Shareholders") of his intention to so sell. The Minority Shareholders are hereby granted the right and option to have their respective Shares included, on a pro rata basis, in any sale or disposition of Shares by Xxxxxxx upon the same terms and conditions as Xxxxxxx. Xxxxxxx covenants and agrees to notify any and all proposed transferees and purchasers of the option granted to the Minority Shareholders hereby at the time such offer to purchase is being discussed and negotiated. Each of the Minority Shareholders shall have period of ten (10) days after receipt of the Seller's Notice during which to deliver written notice to Xxxxxxx of his election to exercise his option hereunder. In the event a Minority Shareholder fails to so notify Xxxxxxx within said ten day period, Xxxxxxx shall have no obligation to include in such sale or disposition the Shares of such Minority Shareholder. This Section 3 shall not apply to: (i) the transfer of Shares by Xxxxxxx to Xxxx Xxxxxxxxx, or to members of Xxxxxxx'x immediate family (defined for the purposes hereof as Xxxxxxx'x spouse, parents, children, natural or adopted, grandchildren, or siblings) or a trust or trusts with said persons as beneficiary or beneficiaries for estate planning purposes, or a charitable trust formed by a Shareholder with a nonprofit or section 503 corporation as the beneficiary provided that any such transferee shall become bound by the provisions of this Agreement with respect to such transferred Shares, or (ii) any Transfer to an entity controlled by Xxxxxxx.
Rights of Inclusion. 19 3.2 Article III Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Rights of Inclusion. (a) Except for (i) any Transfer of Restricted Securities to a Permitted Transferee, (ii) any Transfer of Restricted Securities pursuant to a Demand Registration, a Piggyback Registration or a Rule 144 Transaction, and (iii) other Transfers of Restricted Securities (other than Transfers in respect of which an Inclusion Notice is delivered pursuant to this Section 10.2(a)) which, in the aggregate, comprise less than 20% of the LIH Stockholders' Original Ownership Level, and subject to paragraph (f) below, if any or all of the LIH Stockholders (the "Transferors") propose to Transfer any Restricted Securities (the "Transferor Shares") to one or more persons (the "Buyer"), then as a condition of such Transfer, the Transferors shall cause the Buyer to include a written offer (the "Section 10.2 Offer") to each of the BancBoston Stockholders, Liberty Mutual Stockholders and Mezzanine Stockholders (collectively, the "Offerees"), to sell to the Buyer, at the option of each Offeree, that number of shares of Restricted Securities determined in accordance with Section 10.2(b), on the same terms and conditions as are applicable to the Transferor Shares, all of which terms shall be specified in the Section 10.2
Rights of Inclusion. (a) The Investor agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock or other Securities it holds to any Person (individually, a “Third Party” and, collectively, “Third Parties”) unless each Existing Stockholder is given an opportunity to sell to the Third Party such number of shares of Common Stock or other Securities owned by such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, however, that the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Investor or a Permitted Transferee of the Investor of Securities (i) to any Permitted Transferee of the Investor, (ii) to any limited or general partner or employee of FSEP V, (iii) to any partner or member or employee of any Permitted Transferee of the Investor, or (iv) to any member of the immediate family or to any family trust of any Person described in subclause (ii) or (iii) above.
Rights of Inclusion. Law and Identity in the Life Stories of Americans with Disabilities. Chicago: Chicago University Press. Xxxxx Xxxxx, Xxxxx. 1988. Legal Pluralism. Law and Society Review, 22(5), 869-896.
